UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSUnaudited Pro Forma Condensed Combined Financial Statements • June 26th, 2020 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations
Sonnet BioTherapeutics, Inc. (“Sonnet Sub”) and Chanticleer Holdings, Inc. (“Chanticleer” o the “Company”) entered into an Agreement and Plan of Merger dated October 10, 2019 (the “Merger Agreement”), by and among the Company, Sonnet Sub and Biosub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), as amended by Amendment No. 1 entered into as of February 7, 2020 (the “First Amendment”) (the Merger Agreement, as amended by the First Amendment, the “Amended Merger Agreement”) as approved on March 18, 2019, pursuant to which Merger Sub merged with and into Sonnet Sub, with Sonnet Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSUnaudited Pro Forma Condensed Combined Financial Statements • August 8th, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas
On July 9, 2012, Voyager Oil and Gas, Inc. (“Voyager”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Emerald Oil & Gas NL (the “Parent”) and Emerald Oil, Inc., a wholly owned subsidiary of the Parent (“Emerald”). The Purchase Agreement provided that, upon the terms and subject to the conditions therein, Voyager purchase all of the outstanding capital stock of Emerald for 19.9% of the total shares of Voyager common stock outstanding as of the closing date, subject to customary adjustments, including adjustments for title defects and environmental matters, as provided in the Purchase Agreement, and will maintain Emerald’s liabilities, including approximately $20.2 million in debt owed by Emerald (the “Transaction”). On July 26, 2012, Voyager completed the Transaction and issued to Parent 11,635,217 shares of Voyager common stock of which 500,000 shares of Voyager common stock are held in escrow pending the resolution of certain title defect matters.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSUnaudited Pro Forma Condensed Combined Financial Statements • April 3rd, 2020 • Sonnet BioTherapeutics Holdings, Inc. • Retail-eating places
Sonnet BioTherapeutics, Inc. (“Sonnet Sub”) and Chanticleer Holdings, Inc. (“Chanticleer”) entered into an Agreement and Plan of Merger dated October 10, 2019 (the “Merger Agreement”), by and among the Company, Sonnet Sub and Biosub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), as amended by Amendment No. 1 entered into as of February 7, 2020 (the “First Amendment”) (the Merger Agreement, as amended by the First Amendment, the “Amended Merger Agreement”) as approved on March 18, 2019, pursuant to which Merger Sub merged with and into Sonnet Sub, with Sonnet Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSUnaudited Pro Forma Condensed Combined Financial Statements • April 18th, 2007 • On Assignment Inc • Services-help supply services
On Assignment, Inc., (“On Assignment”), entered into an Agreement and Plan of Merger, dated as of January 3, 2007, as amended January 30, 2007, (the “Agreement”), by and among On Assignment, On Assignment 2007 Acquisition Corp., a wholly-owned subsidiary of On Assignment, Oxford Global Resources, Inc. (“Oxford”) and Thomas F. Ryan, as Indemnification Representative, pursuant to which On Assignment acquired all of the outstanding shares of Oxford (the “Merger”). The Merger was completed on January 31, 2007. According to the terms of the Agreement, the purchase price paid by On Assignment was $190.1 million in cash and $10.0 million in common stock. The former stockholders of Oxford have the opportunity to achieve an earn-out of up to $12.0 million based on Oxford’s 2007 and 2008 performance. As a result of the Merger, Oxford became a wholly-owned subsidiary of On Assignment.
